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Exhibit 10(p)
[COMERICA LOGO]
February 6, 1997
DETREX CORPORATION
REVOLVING CREDIT NOTE APPROVED BY COMERICA BANK:
Borrowers:
- ---------
Detrex Corporation, The Elco Corporation, Harvel Plastics, Inc., and
Seibert-Oxidermo, Inc. as joint and several obligors.
Facility:
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$12,000,000 Revolving Credit with a $1,250,000 sublimit for standby letters of
credit. Total Revolving Credit debt and outstanding letters of credit are not
to exceed the lesser of the Revolving Credit amount or the Borrowing Formula.
Maturity Date:
- -------------
May 1, 1998.
Borrowing Formula:
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- 80% of eligible Accounts Receivable
- Up to $2,000,000 of inventory advances based on 20% of eligible Raw Material
and Finished Goods at Harvel Plastics, Inc., Seibert-Oxidermo, Inc. and The
Elco Corporation.
Collateral:
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- First security interest in Borrowers' assets, including accounts receivable,
general intangibles, inventory, machinery, and equipment.
- A first mortgage on commercial properties located at: 401 Emmett Ave.
Bowling Green, KY; 325 Emmett Ave., Bowling Green, KY; and 26000 Capitol
Ave., Redford, MI; and 300 Kuebler Rd., Easton, PA.
Support
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Pledge and first perfected security interest in the stock of Harvel Plastics,
Inc., Seibert-Oxidermo, Inc., and The Elco Corp.
Interest Rate:
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Prime + 1.0.
Commitment Fee:
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75 basis points on the unused portion, monthly in arrears.
Other Fees:
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- Letter of credit fees of 2.50% per annum, payable annually in advance.
- A $50,000 commitment fee.
- All costs, inclduing but not limited to legal and audit fees, shall be for
the account of Borrowers.
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[COMERICA LOGO]
February 6, 1997
DETREX CORPORATION
(Continued)
TERM LOAN APPROVED BY COMERICA BANK:
Borrowers:
- ---------
Detrex Corporation, The Elco Corporation, Harvel Plastics, Inc., and
Seibert-Oxidermo, Inc. as joint and several obligors.
Term Loan Amount:
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$2,000,000 Term Loan
Purpose:
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To fund capital expenditures.
Maturity Date:
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May 1, 1998.
Amortization:
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Sixty months.
Monthly Payment:
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$33,333.33 per month plus interest.
Collateral:
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Same as the Revolving Credit Note above.
Support
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Same as the Revolving Credit Note above.
Interest Rate:
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Prime + 1.5.
Loan Closing Fee:
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1.0%
Other Fees:
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All costs, including but not limited to legal and audit fees, shall be for the
account of Borrowers.
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[COMERICA LOGO]
February 6, 1997
DETREX CORPORATION
(Continued)
NEGATIVE COVENANTS:
- - Consolidated Cash Flow Coverage
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Borrowers shall maintain a Consolidated Cash Flow Coverage ratio of not less
than:
Calculation Date Measuring Period Ratio
---------------- ---------------- -------
3/31/97 1/1/97 - 3/31/97 0.35
6/30/97 1/1/97 - 6/30/97 0.45
9/30/97 1/1/97 - 9/30/97 0.55
12/31/97 1/1/97 - 12/31/97 0.60
3/31/98 & each fiscal The four preceding fiscal 0.75
quarter thereafter quarters ending on such
determination date
Where "Consolidated Cash Flow Coverage" is equal to Adjusted Net Income +
Depreciation + Amortization DIVIDED by Capital Expenditures + Current
Maturities of LTD (excluding balloon payments) + Payment on Capital Leases
during the specified period + Dividends + the amount of cash expenditures
which are deductions from environmental reserves.
"Adjusted Net Income" is defined as GAAP Net Income from continuing operations
after taxes less the amount of any recoveries in environmental reserves (net
of taxes) and plus the amount of any deductions related to increases in
environmental reserves (net of taxes).
- - Consolidated Current Ratio
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Borrowers shall maintain a Consolidated Current Ratio of at least:
Period Ratio
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12/31/96 and thereafter 1.20 to 1.0
Where "Consolidated Current Ratio" is equal to Current Assets other than
Deferred Income Taxes divided by Current Liabilities. All other Current
Assets and Current Liabilities are defined according to GAAP. Revolving
credit debt shall be classified as current for compliance purposes.
- - Consolidated Tangible Net Worth
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Borrowers shall maintain a minimum Consolidated tangible Net Worth of
$15,400,000 to increase by 100% of quarterly net income after taxes with no
reductions for losses beginning 3/31/96.
"Consolidated Tangible Net Worth" is defined as the excess of the net book
value of all assets (other than Patents, Patent Rights, Trademarks, Trade
Names, Franchises, Copy Rights, Licenses, Goodwill, and similar intangible
assets) after all appropriate deductions in accordance with GAAP (including,
without limitation, reserves for doubtful receivables, obsolescence,
depreciation, and amortization), over all Debt and Minority Interests.
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[COMERICA LOGO]
February 6, 1997
DETREX CORPORATION
(Continued)
NEGATIVE COVENANTS CONT.
- - Consolidated Leverage Ratio
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Borrowers shall maintain a "Consolidated Leverage Ratio" of Total Liabilities
divided by Tangible Net Worth of not more than:
Period Ratio
- ------ -----
12/31/96 and thereafter 2.75 to 1.0
Where "Total Liabilities" are defined according to GAAP.
ONGOING REPORTING REQUIREMENTS:
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- - Weekly Report of Accounts Receivable the following Thursday of each week.
- - Monthly Detailed Accounts Receivable Aging within 20 days of month end.
- - Monthly Detailed Report of Eligible Inventory within 20 days of month end.
- - Monthly Detailed Accounts Payable Report within 20 days of month end.
- - Monthly Consolidated Financial Statements of Detrex Corporation within 30
days of month end including a Statement of Income and Earnings and Balance
Sheets.
- - Monthly internal results by business unit within 30 days of month end.
- - Monthly Financial Statements of The Elco Corporation, Harvel Plastics, Inc.,
and Seibert-Oxidermo, Inc. including a Statement of Income and Earnings and
Balance Sheets within 30 days of month end.
- - Monthly Covenant Compliance Certificates within 30 days of month end.
- - Annual Audited Consolidated Financial Statements of Detrex and its
consolidated subsidiaries within 90 days of year end.
- - Annual audited Financial Statements of Harvel Plastics, Inc. within 90 days
of year end
- - Annual Projections within 30 days of year end, Quarterly updates for the
current fiscal year within 45 days of quarter end.
- - Other information provided to shareholders and the SEC within five days of
delivery.
- - Asset Based Bank Audits as scheduled (currently on a semi-annual basis).
- - Lockbox with Dominion of Funds for all locations
CONDITION OF CLOSING:
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- - Receipt of the audited FY 1996 financial statements.
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[COMERICA LOGO]
February 6, 1997
DETREX CORPORATION
(Continued)
OTHER PROVISIONS:
- All other provisions outlined in the Credit Agreement dated as of June 13,
1996 and amended as of December 5, 1996 ("Agreement") shall apply to this
Term Sheet. Any discrepancies between the Agreement and this Term Sheet,
other than the new Term Loan conditions and changes to the financial
covenants, shall be governed by the terms and conditions of the Agreement.
- The Borrowers shall acknowledge and agree to these terms and return this
term sheet to the undersigned by no later than 6:00 p.m. on March 3, 1997.
- The second amendment to the Agreement and the Term Loan documents must be
executed no later than April 30, 1997. As a condition of closing these loan
accommodations, Comerica must be provided with all documents required by
Comerica in form and substance satisfactory to Comerica. A further
condition of funding these loans is Comerica's continued satisfaction with
Borrower's consolidated financial condition, operations, and economic
environment which may be reviewed by Comerica at any time.
- - The borrowers agree to provide a copy of the Management Letter issued by
Deloitte Touche LLP after the completion of the audited FY 1996 financial
statements.
- - The commitments set forth herein shall not be assignable by the Borrowers
by operation of law, or otherwise, are not intended to create any rights in
favor of and may not be relied upon by any third party.
- - No change in this commitment letter shall be binding upon the Bank unless
expressed in writing and signed by the Bank.
Please contact me if you have any questions.
Very truly yours,
Mark A. Reifel
Mark A. Reifel
Vice President
ACKNOWLEDGED AND AGREED:
DETREX CORPORATION
By: G.J. Israel Date: February 27 , 1997
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Its: V.P. - Finance
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[COMERICA LOGO]
February 6, 1997
DETREX CORPORATION
(Continued)
THE ELCO CORPORATION
By: /s/ G.J. Israel Date: February 27, 1997
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Its: Treasurer
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HARVEL PLASTICS, INC.
By: /s/ G.J. Israel Date: February 27, 1997
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Its: Director
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SEIBERT-OXIDERMO, INC.
By: /s/ G.J. Israel Date: February 27, 1997
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Its: Treasurer
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